Exit should be planned at entry. Available routes include a share sale, asset sale, group reorganisation, merger, capital reduction, debt restructuring, solvent winding up and insolvency procedures. The correct route depends on licences, tax, employees, contracts, debt, land, eCCI records and the buyer’s objectives.

Share sale or asset sale

A share sale transfers ownership of the company with its assets, contracts and historic liabilities. It may preserve licences and contractual relationships, subject to change-of-control conditions. An asset sale allows selected assets and liabilities to move, but contracts, employees, licences, land and permits may require individual transfer or consent.

Before signing, review FCCPC merger control. A merger is notifiable where, in the preceding financial year, the combined Nigerian turnover of the acquiring and target undertakings is at least NGN1 billion, or the target’s Nigerian turnover is at least NGN500 million. Control may arise through shares, assets, contractual rights or a qualifying joint venture. Foreign-to-foreign transactions may be caught where they have the required Nigerian nexus. Parties must observe standstill and avoid premature integration.

Sector approval may apply alongside FCCPC clearance. Banking, insurance, telecommunications, energy and other regulators can require prior consent to a share transfer, control change, asset transfer or surrender of licence.

Tax, employees and investment records

Nigeria’s 2026 tax framework taxes company capital gains at 30% and can reach indirect transfers. Reorganisations should be analysed before execution to determine available relief, valuation, filing and tax-clearance requirements. Transaction documents should allocate historic taxes, filings, price adjustments and cooperation.

Employee transfer, redundancy, accrued benefits, pensions and immigration must be planned. A departing expatriate’s quota position should be de-utilised or otherwise regularised. Personal data shared with bidders or transferred to a buyer requires a lawful basis, security and appropriate notices or agreements.

An investor seeking to repatriate sale or liquidation proceeds should preserve and reconcile the eCCI, share and funding records, tax evidence, sale documents and bank requirements. A historic mismatch between the investor and eCCI holder can delay exit proceeds.

Solvent closure and insolvency

A company that has ceased trading does not disappear by becoming dormant. It must continue applicable filings until properly struck off or wound up. A solvent winding up requires a controlled corporate and liquidator process, settlement of creditors, tax and employee matters, asset distribution and CAC filings. Insolvent or distressed companies require a separate analysis of creditor interests, rescue options, security enforcement and insolvency procedures under CAMA.

Exit checklist

1. Confirm the route, approvals and completion conditions.

2. Update corporate, beneficial-ownership and licence records.

3. Obtain legal, tax, financial, employment and data diligence.

4. Assess FCCPC and sector change-of-control requirements.

5. Identify contract, land, security and third-party consents.

6. Plan tax filings, clearance and purchase-price mechanics.

7. Protect employees, immigration status and accrued entitlements.

8. Reconcile eCCI and the offshore proceeds route.

9. Transfer or terminate product registrations, IP, domains and data lawfully.

10. Complete post-closing CAC, tax, licence, bank and record-retention steps.

A clean exit is the product of records maintained throughout the investment. Corporate filings, licences, tax evidence, contracts, eCCI records and board approvals should be transaction-ready long before a buyer or restructuring need appears.